The Formulation Of Underwriting Contract For Stock Issue

This agreement is signed by the following parties in the following areas:

Party A: the issuer, that is, the "Limited by Share Ltd"

Residence: it is located in the city of China.

The legal representative is the following: legal, deputy, and so on.

Party B: the main underwriter, that is, the company's main underwriter, that is, the securities and futures company

Residence: it is located in the city of China.

The legal representative is the following: legal, deputy, and so on.

In view of:

1.__________ Limited by Share Ltd is a Limited by Share Ltd established according to law. It has been approved by the China Securities Regulatory Commission to issue A shares. It has been approved by the China Securities Regulatory Commission and has the lead underwriter qualification as a securities company established in accordance with the law.

2.__________ Limited by Share Ltd is ready to issue A shares to the public. It is entrusted to the company as the lead underwriter to plan the underwriting.

In order to clarify the rights and obligations of both parties, the agreement is formulated in accordance with relevant laws and regulations, so as to abide by them.

Article 1 underwriting mode

Party A entrusts Party B as the principal seller and the sponsor of stock listing for Party A's A stock issuing. Party B is responsible for the underwriting of the stock business.

The stock issue is underwritten, that is, it can not be fully issued within the time of the underwriting. Some of the unsold shares are bought by Party B in full.

Second types, quantity, issue price and total market value of the underwriting stock.

2.1 the type of shares that Party A undertakes Party B's underwriting is RMB common stock (that is, A shares) with a face value of 1 yuan per share.

2.2 the total amount of shares issued by Party A to the public is the total amount of shares.

2.3 the issuing price per share is HK $, HK $, HK $$

2.4, the total market value of the issue is the gross domestic product price (i.e. the issue price per share).

Third underwriting period and beginning and ending date

3.1 the stock underwriting period is 90 days.

3.2 the time limit for the underwriting is from the date of publication of the prospectus to the date of the first day.

Fourth underwriting payment terms and dates

After the expiration of this underwriting period, Party B shall, within 30 working days, issue all the stock funds, if not fully issued, including the shares that are partly underwritten, and deduct the cost of the underwriting fees once, and then assign the bank account to Party A at once.

Fifth calculation and payment method of underwriting fees

5.1 Party A and Party B agree to agree that Party A shall pay Party B% of the gross value of the issue as the main underwriting fee (1.5% to 3%) according to the SFC's fees.

The cost includes, but is not limited to, documentation production fees (such as the production of prospectus, listing notice, etc.), and principal underwriting coordination fees.

5.2 the underwriting expenses shall be deducted from Party B's payment of stock funds to Party A.

Sixth other costs related to the underwriting.

Other expenses related to this stock issue (underwriting), such as advertising expenses and printing fees, shall be borne by Party A after confirmation.

Such expenses are not included in the seventh principal underwriting fees.

Seventh listing fees

The recommended fee for the listing is charged according to the value of the issued par value.

Eighth Party A's rights and obligations

8.1 Party A's rights

8.1.1 Party A shall have the right to require Party B to diligently and conscientiously underwrite the stock in accordance with the provisions of this agreement, and shall have the right to supervise the whole underwriting activities.

8.1.2 Party A shall have the right to require Party B to pay the full amount of stock in accordance with the time and manner stipulated in this Agreement (after deducting the commission fee and the listing fee).

8.2 obligations of Party A

8.2.1 Party A is obliged to provide Party B with all the detailed, authentic and complete information and documents required for the issuance of the stock issue, so as to enable Party B's work to proceed smoothly.

8.2.2 Party A is obliged to assist Party B in issuing the stock issue, including, but not limited to, the convenience of Party B in carrying out fieldwork for its enterprises, and assisting in handling the relevant formalities.

Ninth Party B's rights and obligations

9.1 Party B's rights

9.1.1 Party B has the right to require Party A to cooperate with this issue.

9.1.2 Party B has the right to request all documents provided by party a related to this stock issue to be true, complete and accurate.

If Party A fails to do so, the party's right to terminate this Agreement shall be terminated if the stock issue is blocked or failed.

9.1.3 Party B has the right to collect the commission fees, the listing recommendation fees and other related fees as agreed in this agreement.

9.2 obligations of Party B

9.2.1 Party B has the obligation to fulfill the underwriting of the stock market responsibly and diligently according to the provisions of this agreement.

9.2.2 Party B shall actively assist a superior department in handling the issuing procedures for issuing shares and formulating a timetable for issuance.

9.2.3 Party B is responsible for forming an underwriting group, formulating specific plans for stock issuance, preparing relevant documents and materials such as prospectuses, and signing distribution contracts, memorandums and other relevant legal documents with the parties concerned, and is responsible for handling and coordinating the problems arising from the issuance of this stock issue.

9.2.4 Party B is responsible for providing guidance to Party A (specific agreements later signed) and recommending listing services.

9.2.5 Party B has a duty of confidentiality to Party A, that is, it has the responsibility of confidentiality in respect of secrets such as Party A's business secret in the process of issuing the stock and so on.

Tenth statements of Party A and Party B

Party A and Party B guarantee that, from the date of signing this agreement to the end of this underwriting date, the two parties can not take any form without prior consultation with the other party and obtaining the written consent of the other party.

Disclosure of information other than the prospectus may affect the issuance of the stock issue, otherwise it should be liable for breach of contract.

The eleventh commitment of Party A

11.1 Party A guarantees that the information documents related to this stock issue provided by Party B are true, complete and accurate, and there are no major misunderstandings, false statements and important omissions.

11.2 Party A undertakes that the process of issuing the A shares will be subject to the relevant reasonable requirements of Party B, including the corresponding actions and the corresponding documents.

The above purpose is for the smooth issuance of this A share.

Twelfth liability for breach of contract

Party A and Party B should strictly abide by the provisions of this agreement. Breach of contract is a breach of contract and shall be liable for breach of contract.

Causing losses to the other party shall be given

(except for other specific provisions), where both parties are at fault, each shall bear the corresponding fault according to the size of the fault.

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The following are specific provisions for breach of contract:

12.1 if Party A chooses the same or similar role as the other securities company after signing this agreement with Party B, the agreement signed with other securities companies is invalid, and it should also fulfill all obligations under this agreement. If it fails to fulfill this obligation, it should pay the total amount of the shares as compensation.

12.2 due to the negligence of Party B, the A share has not been issued, and the party shall pay the gross sum of the gross amount of the shares to Party A as compensation.

12.3 Party B delays the pfer of shares, according to the same period.

+% of interest is calculated.

Thirteenth dispute resolution

13.1 the two parties shall, first of all, settle the dispute over the interpretation and performance of this Agreement and other disputes related to this agreement through friendly negotiation.

13.2 if the two parties fail to reach an agreement within 30 days after the start of the friendly negotiation, the dispute shall be submitted to the arbitration agency designated by the China Securities Regulatory Commission for arbitration, and the arbitral award shall be final and binding upon both parties.

Fourteenth force majeure

From the date of signing of this agreement to the end of the underwriting date, if any major political, military, economic, financial, legal and other major changes occur, and such misdeeds are unforeseen and unavoidable for the parties, and have or will have a significant adverse effect on the business, financial situation and the issuance of A shares, any party may decide to suspend the agreement (not more than 30 days) or terminate this agreement.